-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, HxUspU83Qh/mCzk6TgYbTGViDaLfX2RhsJ03IbkcC0ckJzKHp8vv7t+guhmeKBPp m1rXge2w9rdD6O0NAflSaA== 0000081018-95-000024.txt : 19950907 0000081018-95-000024.hdr.sgml : 19950907 ACCESSION NUMBER: 0000081018-95-000024 CONFORMED SUBMISSION TYPE: S-3D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950830 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC SERVICE CO OF COLORADO CENTRAL INDEX KEY: 0000081018 STANDARD INDUSTRIAL CLASSIFICATION: 4931 IRS NUMBER: 840296600 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3D SEC ACT: 1933 Act SEC FILE NUMBER: 033-62233 FILM NUMBER: 95569058 BUSINESS ADDRESS: STREET 1: 1225 17TH ST STE 300 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035717511 MAIL ADDRESS: STREET 1: P O BOX 840 STE 300 CITY: DENVER STATE: CO ZIP: 80201 S-3 1 S-3 REGISTRATION STATEMENT FOR DRP 8/30/95 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________ Public Service Company of Colorado (Exact name of registrant as specified in its charter) Colorado 84-0296600 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1225 17th Street Denver, Colorado 80202-5533 (303) 571-7511 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) R. C. KELLY E. E. McMeen, III, Esq. Senior Vice President, Finance, LeBoeuf, Lamb, Greene Treasurer and Chief Financial Officer & MacRae, L.L.P. Public Service Company of Colorado 125 West 55th Street 1225 17th Street New York, NY 10019 Denver, CO 80202-5533 (212) 424-8000 (303) 571-7511 (Names, addresses, including zip codes, and telephone numbers, including area codes, of agents for service) Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. _X__ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ____ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ____ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ____ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ____
CALCULATION OF REGISTRATION FEE Proposed Proposed Amount maximum maximum Amount of Title of each class of to be offering price aggregate registration securities to be registered registered per unit(1) offering price(1) fee Common Stock, $5 par value . . 3,000,000 shares $32.00 $96,000,000 $33,103.68 Rights to Purchase Common Stock 3,000,000 rights(2) (3) (1) Estimated solely for the purpose of calculating the registration fee. The price of the Common Stock is based upon the average of the high and low sale prices of the Common Stock reported on the New York Stock Exchange consolidated tape on August 23, 1995 in accordance with Rule 457. (2) The Rights to Purchase Common Stock ("Rights") are appurtenant to and trade with the Common Stock. The value attributable to the Rights, if any, is reflected in the market price of the Common Stock. (3) Since no separate consideration is paid for the Rights, the registration fee for such securities is included in the fee for the Common Stock.
Pursuant to Rule 429, the prospectus filed as part of this Registration Statement will be used as a combined prospectus in connection with this Registration Statement and Registration Statement No. 33-42442. There remain unissued 74,698 shares of Common Stock under Registration Statement No. 33-42442, for which a filing fee of $442.35 was paid. -2- PROSPECTUS Public Service Company of Colorado AUTOMATIC DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN COMMON STOCK $5 Par Value ________________ Public Service Company of Colorado ("Company") is offering through its Automatic Dividend Reinvestment and Common Stock Purchase Plan ("Plan") to all holders of record of its common stock, $5 par value (the "Common Stock"), a convenient and inexpensive method of purchasing additional shares of the Common Stock through reinvestment of cash dividends and at the option of a participant in the Plan (the "Participant"), investment of voluntary cash payments. The Plan, as amended effective October 1, 1995, is set forth in this Prospectus. Common Stock offered through the Plan may be purchased for each Investment Period (see Definitions herein) either (a) on any securities exchange where the Common Stock is traded, in the over-the-counter market or through negotiated transactions, or (b) directly from the Company ("New Issue Shares"). The price of shares of the Common Stock purchased on the open market or through negotiated transactions will be 100% of the weighted average cost per share, plus a brokerage commission. (See Questions 15.B and 15.C herein.) The price of New Issue Shares purchased from the Company will be 100% of the average of the high and low sale prices of the Common Stock as reported on the New York Stock Exchange consolidated tape on the day of purchase. (See Question 15.C herein.) This Prospectus should be retained for future reference. _______________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _______________________ The date of this Prospectus is August 30, 1995. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC") and the New York, Chicago and Pacific Stock Exchanges. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.; and at the following regional offices of the SEC: New York Regional Office, 13th Floor, Seven World Trade Center, New York, New York, and the Chicago Regional Office, 14th Floor, 500 West Madison Street, Chicago, Illinois. Copies of this material can also be obtained at prescribed rates from the Public Reference Branch of the SEC at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock is listed on the New York, Chicago and Pacific Stock Exchanges. Reports, proxy statements and other information can also be inspected and copied at the offices of such exchanges on the 7th Floor, 20 Broad Street, New York, New York; on the 12th Floor, 440 South LaSalle Street, Chicago, Illinois; and 301 Pine Street, San Francisco, California, respectively. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company incorporates herein by reference, and as of any time after the date of this Prospectus and prior to the termination of the offering made hereby the Company shall be deemed to have incorporated herein by reference, (1) the Company's most recent Annual Report on Form 10-K (the "Latest Annual Report") filed by the Company with the SEC pursuant to the Exchange Act, and (2) all other documents filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since the end of the fiscal year covered by the Latest Annual Report, and all such documents shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing such documents. The documents incorporated or deemed to be incorporated herein by reference are sometimes hereinafter called the "Incorporated Documents". Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in any subsequently filed Incorporated Document modifies or replaces such statement. The Incorporated Documents incorporated herein by reference as of the date of this Prospectus are the Annual Report on Form 10-K for the year ended December 31, 1994, the Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995 and the Current Report on Form 8-K, dated August 22, 1995. The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon the request of any such person, a copy of any or all of the Incorporated Documents, excluding the exhibits thereto unless such exhibits are specifically incorporated by reference into such documents. Requests for such documents should be directed to Richard C. Kelly, Senior Vice President, Finance, Treasurer and Chief Financial Officer, by mail at Suite 900, 1225 17th Street, Denver, CO 80202-5533, or by telephone at (303) 571-7511. 2 DEFINITIONS STANLEY & CO - nominee name of the Agent in which Common Stock purchased under the Plan will be registered Agent - First Chicago Trust Company of New York, P. O. Box 2598, Jersey City, NJ 07303-2598 Telephone (800) 446-2617 or (201) 324-0498 Enrollment Authorization Form - provided by the Agent; used to begin or change participation in the Plan Company - Public Service Company of Colorado, including subsidiaries consolidated tape - New York Stock Exchange consolidated tape Dividend Payment Date - the date fixed by the Company's Board of Directors on which declared Common Stock dividends are payable. These dates are normally the first days of February, May, August and November. Investment Period - with respect to open market purchases with reinvested dividends, the period during which such dividends are invested in Common Stock (from 3 business days prior to the Dividend Payment Date through the 20th business day after the Dividend Payment Date); and, with respect to open market purchases with voluntary cash payments, the period during which such voluntary cash payments are invested in Common Stock (from the 21st calendar day of each month through the first trading day of the next month). Funds from dividends and funds from voluntary cash payments are accounted for separately for purposes of purchasing Common Stock. Participant - Company Shareholder of Record who participates in the Plan Plan - Automatic Dividend Reinvestment and Common Stock Purchase Plan of the Company Record Date - generally, the second Friday of the month preceding a Dividend Payment Date Shareholder of Record - individual or institution that holds one or more shares of Common Stock in certificate form in his/her/its name Statement of Account - statement mailed to Participants after the Investment Period which reports the number of shares held in the account and the price paid for the shares Transaction Form - for use in submitting voluntary cash payments and for use in requesting the sale or issuance of shares in a Participant's account; attached to the Statement of Account THE COMPANY The Company, incorporated through merger of predecessors under the laws of the State of Colorado on September 3, 1924, is an operating public utility engaged, together with its subsidiaries, principally in the generation, purchase, transmission, distribution and sale of electricity and in the purchase, transmission, distribution, sale and transportation of natural gas, with the Company's principal distribution center being the Denver metropolitan area. The Company's executive offices are located at 1225 17th Street, Denver, CO 80202-5533, where the telephone number is (303) 571-7511. THE PLAN The following are the provisions of the Plan, as amended effective October 1, 1995, which is available to Shareholders of Record. 3 Purposes and Advantages 1. What is the purpose of the Plan? The purpose of the Plan is (i) to provide Shareholders of Record with a convenient and inexpensive method of reinvesting dividends and investing cash in additional Common Stock, and with a method of selling those shares of Common Stock for which the Agent holds the certificates, and (ii) in the case of purchases for the Plan directly from the Company, to provide the Company with a means to raise additional capital through the issuance of Common Stock. 2. What are the advantages of the Plan? Dividends on the shares held in a Participant's account under the Plan are automatically reinvested in additional Common Stock with no action required of the Participant after signing up. Common Stock will be purchased with the dividends paid on all or part of the Common Stock registered in a Participant's name according to the instructions received by the Agent from the Participant on the Participant's Enrollment Authorization Form. Participants also may purchase additional Common Stock with voluntary cash payments of not less than $25 per payment up to an aggregate of not more than $100,000 per year. Participants may sell any or all shares held by the Agent. Shares to be sold through the Plan will generally be sold on the first trading day after written request to sell shares is received by the Agent, or as soon thereafter as is practicable. Participants will be charged a $10 transaction fee for sales of Common Stock under the Plan in addition to the brokerage commissions discussed below. Even though brokerage commissions are paid by Participants in connection with purchases and sales made in the open market under the Plan, such fees are expected to be substantially less than commission fees paid by individual investors because a Participant's transactions are aggregated with those of others for the purpose of making stock transactions in large volume. Any such savings are thus shared by all Participants. No other fee or service charge will be paid by Participants in connection with purchases of Common Stock made in the open market. No commission or service charge will be paid by Participants if purchases of Common Stock are made directly from the Company under the Plan. Full investment of a Participant's funds is possible because the Plan permits fractional shares, as well as full shares, to be credited to a Participant's account. Dividends on such shares are automatically reinvested in additional Common Stock. The Agent assures safekeeping of shares held in a Participant's account under the Plan since certificates for such shares are not issued to the Participant unless so requested. Regular Statements of Account provide simplified record keeping. Administration 3. Who administers the Plan for Participants? The Agent administers the Plan for Participants. Such administration includes keeping records, sending Statements of Account to Participants and performing other duties for Participants related to the Plan. Participation 4 4. Who is eligible to participate? All Shareholders of Record are eligible to participate in the Plan. Beneficial owners of the Common Stock whose shares are registered in names other than their own must first become Shareholders of Record by having some or all of their shares transferred into their name in order to be eligible to join the Plan, or must request the Shareholder of Record to participate their shares for them. 5. How does a shareholder participate? To become a Participant, a Shareholder of Record must complete and sign an Enrollment Authorization Form and return it to the Agent at the following address: First Chicago Trust Company of New York P. O. Box 2598 Jersey City, NJ 07303-2598 (800) 446-2617 or (201) 324-0498 An Enrollment Authorization Form may be obtained at any time by contacting the Agent. The Enrollment Authorization Form provides for the purchase of the Common Stock through the following investment options offered under the Plan: Full Dividend Reinvestment - Dividends are reinvested on all shares held by a Participant as a Shareholder of Record. Partial Dividend Reinvestment - Dividends are reinvested on a portion of the shares owned by a Participant as a Shareholder of Record. The Participant would continue to receive cash dividends on the shares not participating in the Plan. Voluntary Cash Payments - A Participant may make voluntary cash payments at any time in any amount of not less than $25 per payment up to an aggregate of not more than $100,000 per year. A Participant may change his/her method of participation at any time by completing a new Enrollment Authorization Form and returning it to the Agent. 6. What happens to the dividends on shares held for a Participant's account? Dividends on all shares of Common Stock held by the Agent under the Plan for a Participant's account are automatically reinvested in the Common Stock. The Common Stock purchased under the Plan will be registered in the name of STANLEY & CO. 7. When may a shareholder join the Plan? A Shareholder of Record may join the Plan at any time. (See Questions 8-10 and 14 for information regarding the timing of investments.) 8. When must the Enrollment Authorization Form be received by the Agent to begin or change participation in the Plan for the reinvestment of dividends? 5 The Enrollment Authorization Form must be received by the Agent no later than the Record Date for a particular dividend payment in order to have that dividend reinvested in Common Stock. A new Enrollment Authorization Form need not be submitted for subsequent quarterly dividend payments unless a change is desired. (See Question 10 for information about voluntary cash payments.) 9. How may a Participant change the number of shares participating in the Plan? With respect to the shares a Participant holds in his/her name, the Participant may change the number of shares participating in the Plan at any time by completing and signing a new Enrollment Authorization Form and returning it to the Agent. (See Question 8.) Voluntary Cash Payments 10. How are voluntary cash payments made? A Participant's initial voluntary cash payment can be made by enclosing a check or money order, payable to "First Chicago - Public Service Company of Colorado", with an appropriately completed Enrollment Authorization Form. Any subsequent voluntary cash payments should be accompanied by a Transaction Form. Voluntary cash payments received by the Agent no later than the 20th day of the month will be invested as described in detail in Answer 14, below. Voluntary cash payments received after the 20th day of the month will be deposited and will be deemed, for purposes of the Plan, to have been timely received by the Agent in the next month. If the 20th day of the month is a Saturday, Sunday, or holiday, the deadline for the receipt of voluntary cash payments will be the following business day. Certificates for shares purchased with voluntary cash payments will be held by the Agent, and the Participant's account will be credited for the number of shares purchased. Since interest is not paid on funds held by the Agent, Participants may wish to mail or deliver each voluntary cash payment so as to be received by the Agent shortly before the 20th day of the month thereby minimizing the time between payment and investment. However, sufficient time should be allowed to assure receipt no later than the 20th day of the month. Participants have the right to withdraw voluntary cash payments provided that written notification of such withdrawal is received by the Agent at least 48 hours prior to the investment of the Participant's payment. 11. What are the limitations on making voluntary cash payments? Voluntary cash payments may be made in any amount of not less than $25 per payment up to an aggregate of not more than $100,000 per year. The same amount of money need not be sent with each payment, and there is no obligation to make an voluntary cash payment each month. 12. When will shares purchased with voluntary cash payments be entitled to receive dividends? Shares purchased as of a date preceding the Record Date for payment of a dividend will be entitled to receive such dividend. For example, the August 1, 1995 dividend was paid to Shareholders of Record as of the July 14, 1995 Record Date. Voluntary cash payments invested and credited to the accounts of Participants prior to July 14, 1995 received the August 1, 1995 dividend. (See Question 14 regarding when voluntary cash payments 6 will be invested and Question 17 regarding when shares purchased with voluntary cash payments will be credited to Participants' accounts.) Purchase of Shares 13. Who will make purchases of the Common Stock in the open market under the Plan? The Agent will make purchases of the Common Stock in the open market. Subject to certain limitations (see Questions 14 and 15.C), the Agent shall have full discretion as to all matters relating to such purchases, including determining the number of shares, if any, to be purchased on any day or at any time of that day, the prices paid for such shares, the markets on which such purchases are made, and the persons (including other brokers and dealers) from or through whom such purchases are made. 14. When will purchases be made under the Plan? A. If Common Stock is purchased in the open market At the discretion of the Agent, shares of Common Stock are purchased during a period beginning three business days prior to the Dividend Payment Date (for settlement not prior to the Dividend Payment Date) and extending 20 business days after the Dividend Payment Date. Voluntary cash payments received for investment in the Common Stock will be invested by the Agent during a period beginning on the 21st calendar day of the month in which the voluntary cash payments were received and ending on the first trading day of the next succeeding month. B. If Common Stock is purchased directly from the Company Any Common Stock purchased directly from the Company will be purchased: (a) if through reinvested dividends, as of the Dividend Payment Date; and (b) if through voluntary cash payments, as of the 21st calendar day of each month for which any voluntary cash payments have been timely received from Participants, or if the 21st calendar day is a nonbusiness day, on the next day on which trading occurs. 15. What will be the price to Participants of shares of Common Stock purchased under the Plan? A. General The Company will have full discretion as to whether Common Stock purchased under the Plan will be purchased in the open market by the Agent or purchased directly from the Company. B. If Common Stock is purchased in the open market The price per share to Participants of the Common Stock purchased in the open market with either reinvested dividends or voluntary cash payments will be 100% of the weighted average cost per share, plus an allocable portion of related brokerage commissions. The weighted average cost per share will be calculated by dividing the total cost (excluding brokerage commissions) of all shares purchased with either reinvested dividends or voluntary cash payments, as the case may be, by the total number of such shares so purchased during the applicable Investment Period. C. If Common Stock is purchased directly from the Company The price per share to Participants of the Common Stock purchased 7 directly from the Company with reinvested dividends will be 100% of the average of the high and low sale prices of the Common Stock as reported on the consolidated tape on the Dividend Payment Date or, if the market is closed on such date, on the preceding day on which trading in the Common Stock occurred. The price per share to Participants of the Common Stock purchased directly from the Company with voluntary cash payments will be 100% of the average of the high and low sale prices of the Common Stock as reported on the consolidated tape on the 21st calendar day of the applicable month or, if the market is closed on such day, the next day on which trading occurs. If no trading in the Common Stock is reported on the consolidated tape for a substantial amount of time on any Dividend Payment Date, the price will be determined by the Company on the basis of such market quotations as it deems appropriate. In no event will shares of Common Stock be purchased directly from the Company through the Plan at a price less than the book value of the Common Stock. 16. How many shares of the Common Stock will be purchased for Participants? Upon the investment of dividends or voluntary cash payments of a Participant in shares of Common Stock, such Participant's account will be credited with a number of shares, including fractional shares (computed to three decimal places), equal to the amount of such dividends or voluntary cash payments, as the case may be, divided by the weighted average cost per share plus an allocable portion of related brokerage commissions, if any, for all purchases with reinvested dividends or voluntary cash payments, as the case may be. 17. When will purchases of Common Stock under the Plan be credited to a Participant's account? A. If Common Stock is purchased in the open market Purchases made with reinvested dividends generally will be completed no later than the 20th business day following the Dividend Payment Date. Purchases made with voluntary cash payments will be completed from the 21st calendar day of each month through the first trading day of the next month. Participants' accounts will be credited with the shares purchased as of the date of the last purchase made during the applicable Investment Period. B. If Common Stock is purchased directly from the Company Common Stock purchased directly from the Company with reinvested dividends will be credited to the Participant's account as of the Dividend Payment Date. Common Stock purchased directly from the Company with voluntary cash payments will be credited to the Participants' accounts as of the 21st calendar day of the month such payments were invested or, if the market is closed on such day, the next day on which trading occurs. Sale of Shares 18. How may Participants sell the Common Stock under the Plan? Participants may request the Agent to sell any or all of the shares held for the Participant by submitting a Transaction Form to the Agent. Common Stock for which certificates are held by the Participant is not eligible 8 for sale under the Plan. The Agent will complete the sale of Common Stock in the open market. Subject to certain regulations, the Agent shall have full discretion as to any matters relating to such sales, including determining the number of shares, if any, to be sold on any day or at any time of that day, the prices received for such shares, the markets on which such sales are made, and the persons (including other brokers and dealers) from or through whom such sales are made. 19. When will the Common Stock be sold? The Agent anticipates that shares sold through the Plan will be sold on the next trading day following receipt by the Agent of a request to sell such shares. 20. What will be the price of the Common Stock sold? The price of the Common Stock sold on a particular date will be the average price received, after deduction of brokerage commissions and the $10 transaction fee, for all shares of Common Stock sold for all Participants on such date. Costs 21. Are there any expenses to Participants in connection with purchases or sales under the Plan? Brokerage fees are paid by Participants on a pro rata basis only in connection with purchases or sales made in the open market under the Plan. In addition, a $10 transaction fee is paid for sales of whole shares made under the Plan. All other costs of administration of the Plan are paid by the Company. Reports to Participants 22. What reports will the Participants in the Plan receive from the Company? As soon as practicable after each Investment Period, a Participant will receive a Statement of Account. The Statements of Account are a Participant's continuing record of the cost of his/her purchases and should be retained for tax purposes. In addition, each Participant will receive the same communications sent to every other Shareholder of Record, including the Company's annual and quarterly reports, and the notice of annual meeting and proxy. Dividends 23. Will a Participant's account be credited with dividends on fractional shares? Yes. A Participant's account will be credited with dividends on fractional shares and such dividends will automatically be reinvested in shares of Common Stock. (See Question 16.) 24. May the Participant have dividends on shares held in the Plan sent directly to him/her? 9 No. The purpose of the Plan is to provide the Participant with a convenient method of purchasing shares of the Common Stock and having the dividends on those shares reinvested. Accordingly, dividends paid on shares held in the Plan will be automatically reinvested in additional shares of the Common Stock. A Participant may, of course, request certificates for full shares accumulated in his/her account under the Plan at any time. When certificates are issued to the Participant, future dividends on these shares will be treated in accordance with the Participant's instructions on the Enrollment Authorization Form currently on file for the Participant. (See Questions 5 and 6.) Issuance of Certificates 25. Will certificates be issued for the Common Stock purchased? Certificates for Common Stock will not be issued to a Participant unless the Participant has requested in writing that the Agent issue such certificates. Keeping the shares in the nominee name protects against loss, theft, or destruction of stock certificates and permits ownership of fractional shares by a Participant. It also permits the eventual sale of shares held in the Participant's account through the Plan. The number of shares credited to each Participant's account under the Plan will be shown on the Participant's Statement of Account. If the Participant so desires, certificates for any number of whole shares held by the Agent in the Participant's account under the Plan will be issued to the Participant, generally within two weeks following receipt of a written request. This request must be signed by the Participant (or Participants, if a joint registration). Any remaining shares, including fractional shares, will continue to be held by the Agent and credited to the Participant's account under the Plan, provided that there remains at least one full share in the account. Should an account balance fall below one share, a cash payment will be mailed to the Participant for any remaining fractional share. Certificates for fractional shares will not be issued under any circumstances. Shares held in the account of a Participant under the Plan for which certificates have not been issued may not be pledged or assigned. A Participant who wishes to pledge or assign such shares must have certificates for such shares issued in the Participant's name. 26. In whose name will certificates be registered when issued? Accounts under the Plan are maintained in the names in which Participants were registered at the time they entered the Plan, unless the Participant's registration is subsequently changed. Certificates for whole shares will be so registered when issued. Upon written request to the Agent signed by the Participant (or Participants, if a joint registration), certificates may be registered and issued in names other than the account name upon receipt of appropriate documentation with a Medallion signature guarantee obtained from the Participant's financial institution or broker. Issuance of certificates in names other than the account name is subject to compliance with any applicable laws and the payment by the Participant of any applicable taxes. Termination of Participation 27. How is participation in the Plan terminated? 10 In order to terminate participation in the Plan, a Participant must send a written request signed by the Participant (or Participants, if a joint registration) to the Agent. Participants may request that certificates be issued or that shares be sold in the open market, or a combination of the two, to terminate their participation in the Plan. If a Participant requests that certificates be issued, certificates for those shares held in the Participant's account under the Plan will be issued (a cash payment will be made for any fractional share) and participation will be terminated. If the Participant requests that shares be sold, then shares held in the Participant's account under the Plan will be sold by the Agent generally on the next trading day following receipt by the Agent of a request to sell such shares, and the proceeds of the sale, less any brokerage fee and a $10 transaction fee, will be sent to the Participant generally within two weeks of such sale. (See Questions 18-20.) The Agent will automatically terminate a Participant's account under the Plan if such account does not contain at least one full share. A cash payment will be made to the Participant for any remaining fractional share. 28. When may participation in the Plan be terminated? Participation in the Plan may be terminated at any time. If the request to terminate is received by the Agent on or after the Record Date for a dividend payment, the Agent, in its sole discretion, may either pay any such dividend in cash or reinvest it in Common Stock on behalf of the terminating Participant. If any such dividend is reinvested, the Agent may sell the shares purchased and remit the proceeds to the Participant, less any brokerage commissions. Other Information 29. What happens when a Participant sells or transfers a portion of the shares registered in the Participant's name? When a Participant has authorized reinvestment of dividends on only part of the Common Stock registered in such Participant's name and such Participant disposes of a portion of the Common Stock so registered, the shares of Common Stock with respect to which dividends are not being reinvested will be deemed to be sold first, and the Agent will continue to reinvest the dividends on the remainder of the shares up to the number of shares originally authorized. For example, if a Participant authorized the Agent to reinvest the dividends on 50 shares of a total of 100 shares registered in the Participant's name, and the Participant disposed of 25 shares, the Agent would continue to reinvest the cash dividends on 50 of the remaining 75 shares. If the Participant then disposed of 50 more shares, the Agent would continue to reinvest the cash dividends on all of the remaining 25 shares. 30. What happens when a Participant sells or transfers all of the shares registered in the Participant's name? When a Participant disposes of all the Common Stock registered in the Participant's name, the Agent will continue to reinvest the dividends on the shares held in the Participant's account under the Plan until otherwise notified. 11 31. What happens if the Company issues a stock dividend or declares a stock split? Any stock dividends or split shares of Common Stock distributed by the Company on the Common Stock held by the Agent and credited to the account of a Participant under the Plan will be added to the Participant's account. Stock dividends or split shares distributed on the Common Stock registered in the name of the Participant will be mailed directly to the Participant in the same manner as to shareholders who are not participating in the Plan. 32. How will a Participant's shares be voted at meetings of stockholders? Each Participant in the Plan will receive a proxy indicating the total number of shares and fractional shares of the Common Stock registered in the name of the Participant and the number of shares and fractional shares, if any, credited to his/her account under the Plan. If a proxy is returned properly signed and marked for voting, all the shares covered by the proxy - those registered in the Participant's name and the shares credited to his/her account under the Plan - will be voted as marked. If a proxy is returned properly signed but without indicating instructions as to the manner in which shares are to be voted with respect to any item thereon, all of the Participant's shares - those registered in his/her name and those credited to his/her account under the Plan - will be voted in accordance with the recommendations of the Board of Directors of the Company. If the proxy is not returned, or if it is returned unexecuted or improperly executed, shares registered in a Participant's name will not be voted unless the Participant votes in person. 33. What are the responsibilities of the Company and the Agent under the Plan? Neither the Company nor the Agent will be liable for any act done in good faith or for any good faith omission to act with respect to the Plan, including, without limitation, any claim of liability arising out of failure to terminate a Participant's account upon such Participant's death prior to receipt of notice in writing of such death or with respect to the prices or times at which, or sources from which, shares are purchased or sold for Participants, or with respect to any fluctuation in market value before or after any purchase or sale of shares. Participants should recognize that neither the Company nor the Agent can assure the Participant of a profit or protect the Participant against a loss on the Common Stock purchased, issued by the Company, or sold under the Plan. 34. May the Plan be changed or discontinued? The Company reserves the right to suspend, modify, or terminate the Plan at any time. All Participants will receive notice of any such suspension, modification, or termination. Upon termination of the Plan by the Company, certificates for whole shares held in a Participant's account under the Plan (for which certificates have not previously been issued) will be issued and a cash payment will be made for any fractional share. In addition, the Company reserves the right to interpret and regulate the Plan as it deems necessary or desirable in connection with its operations. 12 35. Who interprets and regulates the Plan? The officers of the Company may take such actions to carry out the Plan as are not contrary to the terms and conditions of the Plan. In addition, the Company reserves the right to interpret and regulate the Plan as it deems desirable or necessary in connection with the operation of the Plan. Furthermore, if it appears to the Company that any Participant is using or contemplating the use of the Plan in a manner or with an effect that, in the sole judgment and discretion of the Company, is not in the best interests of the Company or its other shareholders, then the Company may decline to issue all or any portion of the shares of Common Stock for which any payment by or on behalf of such Participant is tendered. Such payment (or the portion thereof not to be invested in shares of Common Stock) will be returned by the Company as promptly as practicable, without interest. FEDERAL INCOME TAX CONSEQUENCES The Federal income tax consequences to an individual or a corporate Participant in the Plan may be summarized as follows: A. If shares of Common Stock are purchased on the open market with reinvested dividends, a Participant will be treated for Federal income tax purposes as having received a dividend distribution equal in amount to the cash dividend used to purchase such shares and pay the allocable portion of related brokerage commissions. Such dividend distribution will be reported on the Participant's year-end Form 1099-DIV. The tax basis of the shares so purchased will be equal to the amount treated as a dividend distribution to the Participant. B. If shares of Common Stock are purchased directly from the Company with reinvested dividends, a Participant will be treated for Federal income tax purposes as having received a dividend distribution equal in amount to the fair market value on the Dividend Payment Date of such shares, including fractional shares (computed to three decimal places), purchased for the Participant. Such dividend distribution will be reported on the Participant's year-end Form 1099-DIV. The tax basis of the shares so purchased will be equal to the amount treated as a dividend distribution to the Participant. C. A Participant who purchases shares of Common Stock with voluntary cash payments will recognize no taxable income upon such purchases. The tax basis of such shares will be the amount of the voluntary cash payment. D. A Participant's holding period for shares of Common Stock acquired pursuant to the Plan will begin on the day following the date the shares are credited to the Participant's account. E. A Participant will not realize taxable income as a result of receipt of certificates for whole shares of Common Stock credited to the Participant's account, either upon the Participant's request for those shares or upon withdrawal from participation in or termination of the Plan. F. A Participant may realize a gain or loss when the shares of Common Stock are sold or exchanged and, in the case of a fractional share, when the Participant receives a cash payment for a fraction of a share of Common Stock credited to the Participant's account upon termination of participation in or termination of the Plan. The amount of such gain or loss will be the difference between the amount which the Participant 13 receives for the shares or fraction of a share and the tax basis therefor. G. For a Participant subject to "backup withholding" or a foreign Participant subject to United States income tax withholding, (i) the amount invested under the Plan for the Participant will be reduced by the amount of tax required to be withheld and (ii) the amount of tax so withheld will be included in the dividend income of the Participant. The description of the Federal income tax consequences of participation in the Plan is only a summary and does not purport to be a complete description of all tax consequences of participation in the Plan. The description may be affected by future legislation, Internal Revenue Service rulings and regulations, or court decisions. In addition, the taxation of foreign shareholders, except as noted, is not discussed in this Prospectus. Accordingly, Participants should consult with their own tax advisors with respect to the Federal, state, local and foreign tax consequences of participation in the Plan. USE OF PROCEEDS Unless shares of Common Stock are purchased directly from the Company, the Company will receive no proceeds from the offering of Common Stock through the Plan. The Company does not know the number of shares, if any, which will be purchased directly from the Company under the Plan and therefore cannot estimate the amount of proceeds to it from any purchase of such shares. To the extent that any shares of Common Stock are purchased directly from the Company, the Company intends to use the proceeds from the issuance of such shares for the following purposes: 1) to fund its construction program and 2) other general corporate purposes. DESCRIPTION OF COMMON STOCK This summary of certain rights and privileges of the holders of the Common Stock does not purport to be complete and is qualified in its entirety by reference to the Restated Articles of Incorporation, as amended, of the Company and the laws of the State of Colorado and, with respect to the Rights (as hereinafter defined), the Rights Agreement, dated as of February 26, 1991, between the Company and Mellon Bank, N.A., Rights Agent, as amended. Dividend Rights: Subject to the preferential rights of the shareholders of the Preferred Stock of the Company, dividends may be declared on the Common Stock out of funds legally available for that purpose. Voting Rights: All voting power is vested exclusively in the shareholders of the Common Stock, except to the extent that the Restated Articles of Incorporation, as amended, of the Company or the laws of the State of Colorado confer voting rights upon the shareholders of the Preferred Stock with respect to various changes in the capital structure of the Company, mergers, and certain other transactions. Each share of the Common Stock is entitled to one vote in the election of directors and upon each other matter coming before any meeting of the shareholders. If dividends payable on the outstanding Preferred Stock of the Company shall be accumulated and unpaid in an amount equal to four quarterly dividends, the shareholders of such stock are entitled, until all such dividends shall have been fully paid, (a) to elect a majority of the Board of Directors, the remaining directors to be elected by the shareholders of the Common Stock and (b) to vote, together with shareholders of the Common Stock, on all other questions in a manner proportionate to the par value of their shares. 14 Rights to Purchase Common Stock: The Company has a shareholder rights plan pursuant to which holders of Common Stock outstanding on March 22, 1991 or issued thereafter have been granted one right to purchase common stock ("Right") for each share of Common Stock. Each Right entitles the registered holder to purchase one share of Common Stock at an initial purchase price of $55, subject to certain adjustments. The Rights will be exercisable only if a person or group acquires beneficial ownership of 20% or more of the Common Stock or announces a tender offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the Common Stock. Until such an event, the Rights will be evidenced by the certificates for shares of Common Stock and will be transferred with, and only with, such share certificates. New certificates for Common Stock issued by the Company will contain a notation incorporating the Rights Agreement by reference. If any person or group acquires 20% or more of the outstanding Common Stock, except pursuant to a tender offer the consummation of which would result in the beneficial ownership by such person or group of 80% or more of the Common Stock and which meets certain other specified conditions, each Right will entitle its holder (other than such person or members of such group) to receive upon exercise that number of shares of Common Stock which has a market value equal to twice such Right's exercise price. In addition, if the Company consolidates or merges with or into, or sells or otherwise transfers 50% or more of its assets or earning power to, any person or group, proper provision will be made so that each Right would thereafter entitle its holder to receive upon exercise that number of the acquiring company's common shares which has a market value at that time of twice the Right's exercise price. At any time after a person or group acquires more than 20% but less than 50% of the outstanding Common Stock and under certain other circumstances, the Board of Directors of the Company may require each outstanding Right to be exchanged for one share of Common Stock. The Rights may be redeemed by the Company, at a redemption price of $.01 per Right, at any time until any person or group has acquired 20% or more of the Common Stock. The Rights will expire on March 22, 2001. The Rights also have certain anti-takeover effects. The Rights may cause substantial dilution to a person or group that attempts to acquire the Company on terms not approved by the Company's Board of Directors, except pursuant to an offer conditioned on a substantial number of Rights being acquired. As disclosed in the Company's Current Report on Form 8-K dated August 22, 1995, relating to the Agreement and Plan of Reorganzation by and among the Company, Southwestern Public Service Company and M-P New Co. (the "Reorganization Agreement"), the Rights Agreement was amended to exclude the transactions contemplated by the Reorganization Agreement from the Rights Agreement. Liquidation Rights: After payment to the shareholders of the Preferred Stock of the par value of and premium, if any, and accrued dividends on their shares, the remaining assets shall be distributed ratably in accordance with their holdings to the shareholders of the Common Stock. Miscellaneous: The Common Stock has no conversion, preemptive, or subscription rights (other than the Rights) or redemption or sinking fund provisions, and the outstanding Common Stock is fully paid and nonassessable. Listing: All of the outstanding Common Stock is listed on the New York, Chicago and Pacific Stock Exchanges. 15 Transfer Agents and Registrars: First Chicago Trust Company of New York acts as the Transfer Agent and Registrar for the Common Stock. VALIDITY OF NEW COMMON STOCK The validity of the Common Stock issued by the Company under the Plan has been passed upon for the Company by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability partnership including professional corporations,125 West 55th Street, New York, New York 10019. EXPERTS Reference is made to the Incorporated Documents for specification of certain information incorporated herein by reference upon the authority of experts. The statements made as to matters of law and legal conclusions under Federal Income Tax Consequences have been reviewed by LeBoeuf, Lamb, Greene & MacRae, L.L.P. Such statements are set forth herein in reliance upon the opinion of that firm given upon their authority as experts. 16 ==================================== ==================================== No dealer, salesman or other person has been authorized to give any information or to make any representation not contained in this Automatic Prospectus in connection with the Dividend Reinvestment and offer made by this Prospectus, and Common Stock Purchase Plan if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Prospectus is not an offer to sell or a solicitation of an offer to buy any securities other than those specifically offered hereby, nor is such an offer or solicitation in any jurisdiction to any person to whom it is unlawful Public Service to make such an offer or soliciation Public Service Company in such jurisdiction. Neither the of Colorado delivery of this Prospectus nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Company or its Common Stock subsidiaries since the date hereof. ($5 par value) TABLE OF CONTENTS Page Available Information . . . . . . 2 Incorporation of Certain Documents by Reference . . . . . . . . . . 2 Definitions . . . . . . . . . . . 3 The Company . . . . . . . . . . . 3 PROSPECTUS The Plan . . . . . . . . . . . . 4 Purposes and Advantages . . . . 4 Administration . . . . . . . . 5 Participation . . . . . . . . . 5 Voluntary Cash Payments . . . . 6 Purchase of Shares . . . . . . 7 Sale of Shares . . . . . . . . 9 Costs . . . . . . . . . . . . . 10 Reports to Participants . . . . 10 Dividends . . . . . . . . . . . 10 Issuance of Certificates . . . 10 Termination of Participation . 11 Other Information . . . . . . . 12 Federal Tax Consequences . . . . 14 Use of Proceeds . . . . . . . . . 15 August 30, 1995 Description of Common Stock . . . 15 Validity of New Common Stock . . 17 Experts . . . . . . . . . . . . . 17 ==================================== ==================================== 17 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee . . . $ 33,104 * Fees of accountants . . . . . . . . . . . . . . . . . . 8,000 * Fees of Company counsel . . . . . . . . . . . . . . . . 20,000 * Printing of Registration Statement, Prospectus, etc. 12,000 * Miscellaneous . . . . . . . . . . . . . . . . . . . . . 51,500 * Total Expenses . . . . . . . . . . . . . . . . . . $ 124,604 ___________________ *Estimated
Item 15. Indemnification of Directors and Officers. Sections 7-109-101 and 7-109-110 of the Business Corporation Act specify the circumstances under which a corporation may indemnify its directors, officers, employees, fiduciaries and agents and authorizes such corporations to purchase and maintain insurance on behalf of such persons against any liability incurred in any such capacity or arising out of their status as such. The Registrant currently has such insurance in effect. A resolution adopted at a special meeting of stockholders of the Registrant held in November, 1943, provides: "That each Director and Officer of the Company (or his legal representative) shall be indemnified by the Company against all claims, liabilities, expenses and costs imposed upon or reasonably incurred by him in connection with any action, suit or proceeding, or the settlement or compromise of any such claim, liability, action, suit or proceeding (other than amounts paid to the Company itself), in which he may be involved by reason of his being or having been such Director or Officer of the Company, except in relation to matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been derelict in the performance of his duties as such Director or Officer, provided, however, in respect to any such settlement or compromise that it shall have been determined, by a majority of the Directors of the Company not affected by self interest, that such settlement or compromise should be made, and that such Director or Officer had not been derelict in the performance of his official duties; and provided further that the foregoing indemnity shall not extend to or cover any claims, liabilities, action, suit or proceeding under the Securities Act of 1933, or any costs or expenses in connection therewith unless the Director or Officer of the Company involved shall be finally adjudged in such action, suit or proceeding to have been subject to no liability under said Act, or in case of settlement or compromise, unless the Company shall have obtained an opinion of independent counsel to the effect that he is not liable under said Act. The foregoing right of indemnification shall not be exclusive of any other right or rights to which such Director or Officer may be entitled as a matter of law." Article XV of the Registrant's Restated Articles of Incorporation, as amended, provides: "To the fullest extent permitted by the Colorado 1 Corporation Code as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. Neither the amendment, nor the repeal of this Article, nor the adoption of any provision of the Articles of Incorporation inconsistent with this Article, shall eliminate or reduce the protection afforded by this Article to a director of the corporation with respect to any matter which occurred, or any cause of action, suit or claim which but for this Article would have accrued or arisen, prior to such amendment, repeal or adoption." Item 16. Exhibits. Exhibits are listed in the Exhibit Index on page II-4 hereof. Item 17. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"), (ii) to reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that the Company need not file a post- effective amendment to include the information required to be included by subsection (i) or (ii) if such information is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to II-2 the securities offered herein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of Denver and the State of Colorado, on the 29th day of August, 1995. PUBLIC SERVICE COMPANY OF COLORADO By: /s/ R. C. Kelly _________________________________ R.C. Kelly Senior Vice President Finance, Treasurer and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
Signature Title Date ___________ _____ ____ * D. D. Hock __________________________________ D.D. Hock, Chairman of the Board Principal Executive Officer August 29, 1995 and Chief Executive Officer and Director /s/ R. C. Kelly __________________________________ R.C. Kelly, Senior Vice President Principal Financial Officer August 29, 1995 Finance, Treasurer and Chief Financial Officer * W. Wayne Brown __________________________________ W. Wayne Brown, Controller and Principal Accounting Officer August 29, 1995 Corporate Secretary * Wayne H. Brunetti President, Chief Operating Officer August 29, 1995 and Director * Collis P. Chandler, Jr. Director August 29, 1995 * Doris M. Drury Director August 29, 1995 Thomas T. Farley Director August 29, 1995 * Gayle L. Greer Director August 29, 1995 * A. Barry Hirschfeld Director August 29, 1995 George B. McKinley Director August 29, 1995 * Will F. Nicholson, Jr. Director August 29, 1995 * J. Michael Powers Director August 29, 1995 * Thomas E. Rodriguez Director August 29, 1995 * Rodney E. Slifer Director August 29, 1995 * W. Thomas Stephens Director August 29, 1995 Robert G. Tointon Director August 29, 1995 * By /s/ R. C. Kelly ____________________________________ R. C. Kelly, As Attorney-in-fact for each of the persons indicated
II-4 EXHIBIT INDEX 3(a)* Restated Articles of Incorporation of the Registrant dated July 9, 1990 (Filed as Exhibit 3(a) to Form S-3, File No. 33-54877). 3(b)* Articles of Amendment of the Restated Articles of Incorporation of the Registrant dated May 11, 1994 (Filed as Exhibit 3(b) to Form S- 3, File No. 33-54877). 4(a)* Rights Agreement dated as of February 26, 1991, between the Company and Mellon Bank, N.A. (Filed as Exhibit 1 to Form 8-A filed March 1, 1991, File No. 1-3280). 4(b)* Amendment as of August 22, 1995, to Rights Agreement dated as of February 26, 1991, between the Company and Mellon Bank, N.A. (Filed as Exhibit 99(b) to Form 8-K, dated August 22, 1995). 5(a) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability partnership including professional corporations. 15 Letter of Arthur Andersen LLP regarding interim unaudited financial information. 23(a) The Consent of Arthur Andersen LLP 23(b) The Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. is included in their opinion filed as Exhibit 5(a). 24 Power of Attorney _________________ * Previously filed as indicated and incorporated herein by reference. II-5 Exhibit 5(a) LeBoeuf, Lamb, Greene & MacRae L.L.P. A Limited Liability Partnership Including Professional Corporations 125 West 55th Street New York, NY 10019-5389 August 29, 1995 Public Service Company of Colorado 1225 17th Street Denver, Colorado 80202 Re: Registration Statement on Form S-3, Covering 3,000,000 Shares of Common Stock, $5.00 Par Value, and 3,000,000 Rights to Purchase Common Stock, $5.00 Par Value, To Be Issued Under Automatic Dividend Reinvestment and Common Stock Purchase Plan Ladies and Gentlemen: We are acting as counsel to Public Service Company of Colorado (the "Company") in connection with the Company's Automatic Dividend Reinvestment and Common Stock Purchase Plan (the "Plan"). This opinion is being furnished to the Company in connection with the filing of a Registration Statement by the Company under the Securities Act of 1933, as amended (the "Act"), on Form S-3 (the "Registration Statement"), providing for the registration of 3,000,000 shares of the Company's Common Stock, $5.00 par value (the "Stock") and 3,000,000 Rights to purchase Stock (the "Rights"), each such Right being attached to each share of Stock, all pursuant to the Plan. In connection with this opinion, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Rights Agreement, dated as of February 26, 1991, as amended, by and between the Company and Mellon Bank, N.A., as Rights Agent, together with the exhibits thereto (the "Rights Agreement"), pursuant to which the Rights were created, and such instruments, certificates, records and documents, and such matters of law, as we have deemed necessary or appropriate for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have relied upon the aforesaid Registration Statement, Rights Agreement, instruments, certificates, records and documents, and upon discussions with representatives of the Company. We have assumed without investigation that the Rights Agent had the power and authority to execute and deliver the Rights Agreement, including amendments thereto, that such execution and delivery were duly authorized, that the Rights Agreement constitutes and will constitute the legal, valid and binding obligation of the Rights Agent, enforceable in accordance with its terms, that the form of instrument used to evidence the Rights after severance from the Common Stock would comport with the Form of Right Certificate appended as Exhibit A to the Rights Agreement and that prior II-6 to severance the terms and conditions of the Rights will continue to be incorporated by reference into certificates representing the Common Stock. Upon the basis of such examination, and subject to the limitations and qualifications contained in this opinion, we are of the opinion that, when the Registration Statement becomes effective, and assuming that (i) it remains continuously effective for the purpose of the offer and sale of the Stock and the Rights, (ii) shares of the Stock are duly credited to the Plan participants by the agent for the participants and, with respect to certificated shares of the Stock, the certificates representing such shares in substantially the form currently employed and incorporating the terms of the Rights by reference are duly executed, countersigned, registered and delivered, and, in each case, the consideration therefor is received by the Company and (iii) the pertinent provisions of the Act and such "blue-sky" and securities laws as may be applicable have been complied with, (a) the Stock will be validly issued, fully paid and non- assessable under the laws of the State of Colorado, and (b) the Rights associated therewith will be legal and binding obligations of the Company under the laws of the State of Colorado. We hereby consent to the use of this opinion letter as Exhibit 5(a) to the Registration Statement, and to the use of our name in the Registration Statement and the Prospectus contained in the Registration Statement and in any amendments thereof or supplements thereto. Very truly yours, /s/LeBoeuf, Lamb, Greene & MacRae, L.L.P _______________________________________ LeBoeuf, Lamb, Greene & MacRae, L.L.P. II-7 EXHIBIT 15 August 24, 1995 Public Service Company of Colorado: We are aware that Public Service Company of Colorado has incorporated by reference in this registration statement, pertaining to the registration of 3,000,000 shares of its Common Stock, its Form 10-Q's for the quarters ended March 31, 1995 and June 30, 1995, which include our reports dated May 5, 1995 and August 4, 1995, respectively, covering the unaudited consolidated condensed financial statements contained therein. Pursuant to Regulation C of the Securities Act of 1933, these reports are not considered a part of the registration statement prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. /s/Arthur Andersen LLP _______________________ ARTHUR ANDERSEN LLP EXHIBIT 23 (a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 10, 1995, included in Public Service Company of Colorado's Form 10-K for the year ended December 31, 1994, and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Denver, Colorado August 24, 1995 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, officers and/or directors of Public Service Company of Colorado, a Colorado corporation, which corporation proposes to file with the Securities and Exchange Commission a Registration Statement under the Securities Act of 1933, as amended, with respect to the proposed registration by the Company of not to exceed 7,000,000 shares of the Company's Common Stock to be issued under the Company's Automatic Dividend Reinvestment and Common Stock Purchase Plan, does each for herself/himself and not one another, hereby constitute and appoint D. D. Hock and R. C. Kelly, and each of them, her/his true and lawful attorneys, in her/his name, place and stead, to sign her/his name to said proposed Registration Statement and any and all amendments thereto, and to cause the same to be filed with the Securities and Exchange Commission, it being intended to give and hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform any act and thing necessary and proper to be done in the premises as fully and to all intents and purposes as the undersigned could do if personally present; and each of the undersigned for herself/himself hereby ratifies and confirms all that said atttorneys, or any one of them, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has hereunto set her/his hand this 22nd day of August, 1995. /s/ D. D. Hock /s/ A. Barry Hirschfeld __________________________________ __________________________ D. D. Hock, Chairman of the Board A. Barry Hirschfeld, Director and Chief Executive Officer /s/ R. C. Kelly __________________________________ __________________________ R. C. Kelly, Senior Vice President George B. McKinley, Director Finance, Treasurer and Principal Financial Officer /s/ W. Wayne Brown /s/ Will F. Nicholson, Jr. __________________________________ __________________________ W. Wayne Brown, Principal Accounting Will F. Nicholson, Jr., Director Officer Controller and Corporate Secretary /s/ Wayne H. Brunetti /s/ J. Michael Powers __________________________________ _________________________ Wayne H. Brunetti, President, Chief J. Michael Powers, Director Operating Officer and Director /s/Collis P. Chandler, Jr. /s/ Thomas E. Rodriguez __________________________________ _________________________ Collis P. Chandler, Jr., Director Thomas E. Rodriguez, Director /s/ Doris M. Drury /s/ Rodney E. Slifer __________________________________ _________________________ Doris M. Drury, Director Rodney E. Slifer, Director /s/ W. Thomas Stephens __________________________________ _________________________ Thomas T. Farley, Director W. Thomas Stephens, Director /s/ Gayle L. Greer __________________________________ _________________________ Gayle L. Greer, Director Robert G. Tointon, Director -----END PRIVACY-ENHANCED MESSAGE-----